IN THE DISTRICT COURT IN AND FOR TULSA COUNTY
STATE OF OKLAHOMA
THE CASSILIS J. HAYES TRUST,
Plaintiff,
vs.
STEVEN M. DODSON and JOSHUA N. ESTEVES,
Defendants.
PETITION
Plaintiff, The Cassilis J. Hayes Trust (the "Trust"), for its causes of action against the Defendants, Steven M. Dodson and Joshua N. Esteves, states and alleges as follows:
PARTIES, JURISDICTION, AND VENUE
1. The Trust is a trust organized under the laws of California, and is operating in Sacramento, California.
2. Defendant Steven M. Dodson ("Dodson") is an individual residing in Tulsa, Oklahoma.
3. Defendant Joshua N. Esteves ("Esteves") is an individual residing in Tulsa, Oklahoma.
4. Pursuant to the agreement described below (the "Agreement") that is the subject of this action, the Parties agreed that any action to enforce its terms shall be brought in the District Court of Tulsa County or the United States District Court for the Northern District of Oklahoma. Accordingly, this Court has jurisdiction over the claims and the parties that are the subject of this litigation and venue properly lies within this Court.
FACTS
5. On or about January 27, 2021, Chief Farms LLC, an Oklahoma limited liability company ("Chief Farms"), executed a promissory note (the "Note") payable to the order of Cassilis J. Hayes ("Cassi") in the amount of $300,000.00. The maturity date of the Note was January 28, 223. A copy of the Note is attached hereto as Exhibit A.
6. Chief Farms paid $56,000.00 in interest on the Note, but otherwise failed to pay the principal or any additional interest owing on the Note, as required by the terms of the Note. As a result, the Note went into default.
7. On or about December 19, 2024, for good and valuable consideration, the Trust and Cassi and Dodson and Esteves, along with Chief Farms and TERC, LLC ("TERC") entered into an agreement (the "Agreement"), a copy of which is attached hereto as Exhibit B, to modify the terms of the Note.
8. As more specifically set forth in the Agreement, the terms of the Note were amended, and Chief Farms and TERC jointly agreed to pay Cassi $3,500.00 per month for a period of twenty-four (24) consecutive months, commencing June 15, 2025.
9. Also, pursuant to the terms of the Agreement, Dodson and Esteves jointly and severally guaranteed the performance of Chief Farms and TERC under the Agreement, provided that the maximum liability of Dodson would not exceed an amount equal to $84,000.00, less the total amount of monthly payments made by Chief Farms under the Agreement.
10. As part of the Agreement, the Parties recognized that Cassi would be assigning all of her interest in the Agreement to the Trust, and agreed that the Trust would replace Cassi as a party to the Agreement.
11. Cassi did, in fact, assign her interest in the Agreement to the Trust. (A copy of the assignment is attached hereto as Exhibit C.)
12. Subsequent to the execution of the Agreement, Chief Farms made five (5) payments of $3,500.00 each to the Trust, for a total of $17,500.00. The last payment was made on May 23, 2025.
13. Despite demand from the Trust, Chief Farms has not made any further payment on the Note as amended by the Agreement. Therefore, Chief Farms is in default of the terms of the Note and Agreement.
14. As a result of the default by Chief Farms, demand was made on Dodson and Esteves to perform on their personal guaranties, set forth in the Agreement. Despite demand made on them, they have failed to pay on their guaranties.
15. Pursuant to the Agreement, and as a result of Chief Farms’ default, (a) Dodson is liable on his guaranty for the principal amount of $84,000.00, less the $17,500.00 paid by Chief Farms on the Note, or the total amount of $66,600.00, and (b) Esteves is liable for the principal amount of $300,000.00 Both parties are liable for interest, accrued and accruing, and the fees incurred herein by the Trust.
WHEREFORE, the Plaintiff Trust prays that it have judgment in its favor and against (a) the Defendant Dodson for the amount of $66,500.00, and (b) the Defendant Esteves in the amount of $300,000.00; and accrued and accruing interest, and its costs and attorney’s fees incurred herein, and such other relief as the Court deems just and equitable.
DOERNER, SAUNDERS, DANIEL & ANDERSON, L.L.P.
By: [signature]
Lewis N. Carter, OBA No. 1524
2 West 2nd Street, Suite 700
Tulsa, Oklahoma 74103-3117
T: 918-591-5253 | F: 918-925-5253
[email protected]
Attorneys for Plaintiff
PROMISSORY NOTE
(SECURED BY UCC-1)
$300,000.00 Construction Loan
Date: January 27, 2021
Tulsa, Oklahoma
For value received, the undersigned Chief Farms LLC (the "Maker") promises to pay to the order of Cassilis J Hayes (the "Lender") the sum of Three Hundred Thousand Dollars and no cents ($300,000.00) with interest from the 27th day of January, 2021 ("Effective Date") until paid.
I. TERMS OF REPAYMENT
A. Interest
The unpaid principal and accrued and unpaid interest of the loan shall bear interest at a rate of 10% per annum.
B. Points
Lender shall be paid two points on the principal at the end of the term.
C. Payments
The accrued and unpaid interest and unpaid principal shall be payable as follows:
(1) All interest accrued as of January 27, 2022 shall be due on January 28, 2022
(2) All remaining principal and accrued and unpaid interest shall be due on January 28, 2023 (the "Maturity Date").
(3) All points shall be due on January 28, 2023 (the "Maturity Date").
D. Application of Payments
All payments on this Promissory Note shall be applied first in payment of accrued interest and any remainder in payment of principal.
E. Late Payment Fee
If Maker fails to make a payment within ten (10) days of the time set forth herein, then Maker shall pay a fee to Lender in the amount of 1% of the balance on the first of every month, unless otherwise agreed to in writing by the parties.
II. PREPAYMENT
The Maker reserves the right to prepay this Promissory Note (in whole or in part) prior to the Maturity Date with no prepayment penalty or premium.
III. COLLECTION COSTS
If any payment obligation under this Promissory Note is not paid when due, the Maker promises to pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process.
IV. DEFAULT
If any of the following events of default occur, this Promissory Note and any other obligations of the Maker to the Lender, shall become due immediately, without demand or notice:
1) the failure of the Maker to pay the principal and/or any accrued interest when due;
2) the liquidation, dissolution, incompetency or death of the Maker;
3) the filing of bankruptcy proceedings involving the Maker as a debtor;
4) the application for the appointment of a receiver for the Maker;
5) the making of a general assignment for the benefit of the Maker's creditors;
6) the insolvency of the Maker;
7) a misrepresentation by the Maker to the Lender for the purpose of obtaining or extending credit;
8) breach by the Maker of any other agreement with the Lender;
9) the sale of a material portion of the business or assets of the Maker without written consent of the Lender.
V. TRANSFER OF PROMISSORY NOTE
The Maker hereby waives any notice of the transfer of this Promissory Note by the Lender or by any subsequent holder of this Promissory Note, agrees to remain bound by the terms of this Promissory Note subsequent to any transfer, and agrees that the terms of this Promissory Note may be fully enforced by any subsequent holder of this Promissory Note.
VI. SEVERABILITY OF PROVISIONS
If any one or more of the provisions of this Promissory Note are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative.
VII. MISCELLANEOUS
1) In consideration of the Note, the Borrower grants the Lender a security interest in the
following: personal property at 6747 S 65th West Ave, Tulsa, OK 74131, including inventory, equipment, accounts receivables, improvements, fixtures, and appurtenances (hereinafter referred to as "the Collateral") secured by a UCC-1 filing.
2) The Lender acknowledges receipt of security.
3) Upon full and final settlement of all monies due under the Note, the Lender shall release the Collateral to the Borrower.
3) The Borrower warrants that he/she is the lawful owner of the Collateral, that it is free of any and all encumbrances and that no other party has any right to the Collateral.
4) The Borrower shall insure the Collateral against all risks with a recognized insurance company at his/her cost. The Borrower shall furnish proof of such an insurance policy to the Lender.
5) The Borrower agrees that upon default under the terms as set out in the Note, the Lender shall have the right to dispose/sell the Collateral in any manner which he/she may deem fit and to apply the proceeds to the repayment of monies due under the Note.
6) The Lender agrees that proceeds from the sale of the Collateral shall first be applied to repayment of monies due under the Note and that any surplus money shall be transferred to the Borrower.
7) The Lender further agrees that if the proceeds from the sale of the Collateral are not sufficient to repay all monies due under the Note, the Borrower shall have no further obligations under the Note.
8) No relaxation, indulgence, waiver, release or concession extended to the Borrower by the Lender and no delay or omission in the enforcement or exercising of the Lender's right under the Note shall affect the rights of the Lender under this security agreement.
9) This agreement shall be binding upon and accrue to the benefit of the parties, their successors, legal representatives and assigns.
10) No delay in enforcing any right of the Lender under this Promissory Note, or assignment by the Lender of this Promissory Note, or failure to accelerate the debt evidenced hereby by reason of default in the payment of a monthly installment or the acceptance of a past-due installment shall be construed as a waiver of the right of the Lender to thereafter insist upon strict compliance with the terms of this Promissory Note without notice being given to the Maker. All rights of the Lender under this Promissory Note are cumulative and may be exercised concurrently or consecutively at the Lender's option.
This Promissory Note may not be amended without the written approval of the holder.
VIII. GOVERNING LAW
This Promissory Note shall be construed in accordance with the laws of the State of Oklahoma.
IN WITNESS WHEREOF, this Promissory Note has been executed and delivered in the manner prescribed by law as of the date first written above.
Maker: Chief Farms LLC
By: Hunter Rockwell
By: Tod Todd for TERC LLC
Lender: Cassilis J Hayes trust
Cassilis J Hayes
AGREEMENT
This Agreement is entered into as of the 19th day of December, 2024, by and among Chief Farms LLC, an Oklahoma limited liability company ("Chief Farms"), TERC, LLC, an Oklahoma limited liability company ("TERC"), Cassilis J. Hayes ("Cassi"), The Cassilis J. Hayes Trust (the "Hayes Trust"), Steven M. Dodson ("Dodson"), and Joshua N. Esteves ("Esteves"). Chief Farms, TERC, Cassi, the Hayes Trust, Dodson and Esteves are collectively referred to herein as the "Parties" and separately as a "Party."
In consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Recitals.
(a) Pursuant to a Promissory Note dated January 27, 2021 (the "Note"), Cassi loaned Chief Farms the sum of $300,000, with interest on the principal amount accruing at the rate of 10% per annum. The Maturity Date of the Note was January 28, 2023. The Note was signed by Chief Farms and TERC collectively as the "Maker," and Cassi as "Lender." The Note was secured by Chief Farms' grant of a security interest in all of its personal property, including inventory, equipment, accounts receivables, improvements, fixtures, and appurtenances (the "Security Interest").
(b) As of the date of this Agreement, Chief Farms has paid Cassi a total of $56,000 in interest payments on the Note. Chief Farms has made no principal payments on the Note and the Note is now in default.
(c) Dodson was not a party to any agreement with Cassi, nor was he in any way part of fund raising for any entity associated with Chief Farms and TERC. Esteves is now the Manager of Chief Farms and TERC.
(c) In reliance upon information furnished to Cassi over the past few months by Chief Farms' representatives, and the personal guarantees provided under Section 3 hereof, Cassi has agreed to amend the terms of the Note pursuant to Section 2.
2. Note Amendment. The Note is hereby amended to the extent necessary to reach the results set forth in this Section 2.
(a) Upon execution of this Agreement by the Parties, Cassi shall file a UCC-3 with the Oklahoma County Clerk terminating her Security Interest.
(b) Chief Farms and TERC agree to pay Cassi $3,500 per month for a period of twenty-four (24) consecutive months, commencing January 15, 2025, by wire transfer of immediately available funds. Upon the completion of all such payments, Cassi shall execute and deliver a release of Chief Farms and TERC from all further obligations under the Note. All such payments shall be deemed principal payments under the Note.
(c) In the event Chief Farms and TERC fail to make any principal payment under Section 2(b) when due, the Note amendment will be rescinded and the balance then remaining unpaid shall become immediately due and payable to Cassi, with interest.
3. Personal Guarantees. By signing below, Dodson and Esteves jointly and severally guarantee the performance of Chief Farms and TERC under this Agreement; provided, however, notwithstanding the foregoing, Cassi agrees that the maximum liability of Dodson pursuant to his personal guarantee shall not exceed an amount equal to $84,000, less the total amount of monthly payments made by Chief Farms pursuant to Section 2(b).
4. Assignment. Upon the Parties' execution of this Agreement, Cassi intends to assign all of her right, title and interest in this Agreement to the Hayes Trust. Upon such assignment, all references to Cassi in this Agreement shall be deemed to mean the Hayes Trust. By signing below, the Hayes Trust agrees to perform all of Cassi's obligations under this Agreement.
5. General.
(a) This Agreement shall not confer any rights or remedies upon any person or entity other than the Parties and their respective successors and permitted assigns.
(b) This Agreement constitutes the entire agreement between the Parties and supersedes any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof.
(c) This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective heirs, personal representatives, successors and permitted assigns.
(d) This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute a single contract. Any signature delivered by facsimile transmission or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement.
(e) The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.
(f) All notices, requests, demands, claims, and other communications hereunder will be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if (and then five business days after) it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:
If to Chief Farms,
TERC, or Esteves:
Joshua N. Esteves
3216 East 93rd Street
Tulsa, OK 74137
Email:
[email protected]
Phone: (916) 224-8742
If to Dodson:
Steven M. Dodson
1426 East 19th St.
Tulsa, OK 74120
Email:
[email protected]
Phone: (918) 346-7717
If to Cassi:
Cassilis J. Hayes
c/o Doerner, Saunders, Daniel & Anderson, LLP
2 W. 2nd St., Suite 700
Tulsa, OK 74103
Attn: H. Wayne Cooper
Email:
[email protected]
Phone: (918) 591-5228
Any Party may send any notice, request, demand, claim, or other communication hereunder to the intended recipient at the address set forth above using any other means (including personal delivery, expedited courier, messenger service, facsimile, ordinary mail, or electronic mail), but no such notice, request, demand, claim, or other communication shall be deemed to have been duly given unless and until it actually is received by the intended recipient. Any Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Parties notice in the manner herein set forth.
(g) This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Oklahoma without giving effect to any choice or conflict of law provision or rule (whether of the State of Oklahoma or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Oklahoma.
(h) No amendment of any provision of this Agreement shall be valid unless the same shall be in writing and signed by all Parties. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
(i) Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
(j) Each Party shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.
(k) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa.
(l) Any action or proceeding seeking to enforce, or to construe or determine the validity of, any term or provision of this Agreement, or based on any right arising out of this Agreement, shall be brought by or against a party only in the District Court in and for the County of Tulsa, State of Oklahoma or, if jurisdiction can be acquired, in the United States District Court for the Northern District of Oklahoma, and each of the Parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.
(m) If any action is brought to enforce, or to construe or determine the validity of, any term or provision of this Agreement, the prevailing Party shall be entitled to reasonable attorney’s fees and costs of the action.
(remainder of page intentionally left blank; signatures begin on following page)
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
Chief Farms LLC
By: Joshua N. Esteves, Manager
TERC, LLC
By: Joshua N. Esteves, Manager
Steven M. Dodson
Joshua N. Esteves
Cassilis J. Hayes
The Cassilis J. Hayes Trust
By: Maggie Smythe, POA
Name: Maggie Smythe
Title: Trustee
ASSIGNMENT
I, Cassilis J. Hayes, a resident of California, hereby assign all of my rights, title and interest in and to the following documents to the Cassilis J. Hayes Trust, formed under the laws of California:
(a) the Promissory Note dated January 27, 2021, in the amount of $300,000.00, signed by Chief Farms LLC, as Maker, TERC LLC, as a co-signer, and the Cassilis J. Hayes Trust as the Lender, and
(b) the Agreement dated as of December 19, 2024, by and among Chief Farms LLC, TERC LLC, Cassilis J. Hayes, the Cassilis J. Hayes Trust, Steven M. Dodson, and Joshua N. Esteves.
Dated this 23 day of February, 2026.
[signature]
Cassilis J. Hayes
EXHIBIT C
